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Cerenome agrees to $21.3M secured convertible deal

CNSY secures a royalty-backed, senior secured convertible note facility that extends forecasted cash runway into 2028 while adding leverage and potential equity dilution.

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cerenome, Inc. (CNSY) has arranged a senior secured convertible note and royalty-based financing to support its CNS oncology platform and CNSide diagnostics business. The company agreed with an institutional investor to issue senior secured convertible notes with an aggregate original principal amount of $21,276,596, split into Initial Notes of $3,191,489, Second Notes of $2,127,660, and Additional Notes of $15,957,447. The Initial closing is expected on or about September 10, 2026, when Cerenome expects to receive gross proceeds of $3,000,000.

The notes carry a 6.0% original issue discount, accrue interest at 8.0% per year, mature one year after issuance, and are secured by a first‑priority lien on substantially all assets of Cerenome and its subsidiary CNSide. They are convertible into common stock at an initial price of $2.74 per share, with a $0.50 floor and ownership caps of 4.99% (or 9.99% at the investor’s election), plus an exchange cap tied to Nasdaq rules. In default, an alternate, discount-to-market conversion formula applies and redemption premiums, including a 120% cash redemption on a Change of Control, may be triggered.

On the Initial Closing Date, Cerenome and CNSide are expected to enter a Royalty Agreement under which CNSide will pay the investor a quarterly royalty of 2.5% of its gross revenues, capped each quarter at 2.5% of the unpaid note balance, until all note obligations are fully repaid. A Registration Rights Agreement will require Cerenome to submit resale registration statements for conversion shares within set deadlines. Management states that, considering this facility, other facilities, existing cash and expected CNSide sales and cash flow, forecasted cash runway now extends well into 2028.

Positive

  • Financing capacity up to approximately $20–21 million via senior secured notes and additional tranches with an institutional investor provides meaningful capital access to fund CNSide commercial scale-up and broader platform development.
  • Initial $3.0 million gross proceeds at the expected first closing, combined with existing resources and facilities, leads management to forecast cash runway well into 2028.
  • The structure includes with a cap tied to the unpaid note balance, which management characterizes as designed to be minimally dilutive while aligning with commercial growth.

Negative

  • High-cost, secured convertible structure: 6.0% original issue discount, 8.0% interest (up to 18% on default), a 120% Change of Control redemption premium, and a first‑priority lien on substantially all assets increase leverage and financial risk.
  • Equity dilution risk from conversion of $21,276,596 in principal at an initial price of $2.74 per share (with a $0.50 floor and alternate discount pricing on default) could materially increase the share count over time.
  • Ongoing 2.5% royalty on CNSide gross revenues, payable quarterly until the notes are fully repaid, effectively adds a revenue-based burden that could pressure future margins as CNSide scales.

Insights

Analyzing...

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Aggregate original principal of Notes $21,276,596 Total senior secured convertible notes under the Securities Purchase Agreement
Initial Notes principal $3,191,489 Original principal amount of Initial Notes
Initial gross proceeds $3,000,000 Expected cash proceeds to Cerenome at the Initial Closing Date before expenses
Original issue discount 6.0% Discount applied to each Note upon issuance
Interest rate 8.0% per annum Base interest rate on the Notes, increasing up to 18% on default
Initial conversion price $2.74 per share Initial conversion price for the Initial Notes into common stock
Floor price $0.50 per share Minimum conversion price applicable to each Note
Royalty rate on CNSide revenues 2.5% Quarterly royalty on CNSide gross revenues, capped at 2.5% of unpaid note balance
original issue discount financial
"each of the Notes, when issued, will be issued with an original issue discount of 6.0%"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
Event of Default financial
"except upon the occurrence (and during the continuance) of an Event of Default"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
VWAP financial
"85% of the VWAP of the Common Stock on the trading day immediately preceding"
VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.
Change of Control financial
"In connection with a Change of Control (as defined in the Notes), the Investor will have the right"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Beneficial Ownership Limitation financial
"At no time may the Investor hold or be required to take more than 4.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
first-priority security interest financial
"secured by a first-priority security interest in substantially all of the present and future assets"
A first-priority security interest is a lender’s legal claim that is at the front of the line to be paid from specific collateral if a borrower defaults or goes bankrupt. Investors care because holding first priority means a higher chance of recovering money compared with lower-ranked creditors, similar to having the first ticket in a queue: you get served before others and face less risk of loss if the asset’s value is limited.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Cerenome (CNSY) announce in this 8-K?

Cerenome entered a senior secured convertible note financing with an institutional investor, with aggregate original principal of $21,276,596. It includes Initial, Second, and Additional Notes, plus a royalty agreement tied to CNSide revenues and related security and registration rights agreements.

How much cash will Cerenome (CNSY) receive initially from the note financing?

On the Initial Closing Date, Cerenome expects to receive $3,000,000 in gross proceeds from the Initial Notes, before legal fees and transaction expenses. Additional gross proceeds may follow from future issuances of Additional Notes if agreed conditions are met.

What are the key terms of Cerenome’s (CNSY) senior secured notes?

Each note is issued with a 6.0% original issue discount, bears 8.0% annual interest (up to 18% on default), and matures one year after issuance. The notes are secured by a first‑priority lien on substantially all assets of Cerenome and CNSide.

At what price can Cerenome’s (CNSY) notes convert into common stock?

The Initial Notes convert into common stock at an initial price of $2.74 per share, subject to adjustments and a $0.50 floor price. Upon an Event of Default, an alternate conversion price applies, based on specified percentages of VWAP and the floor.

What royalty obligation does CNSide have under the new financing for CNSY?

Under the Royalty Agreement, CNSide will pay the investor a quarterly royalty of 2.5% of its gross revenues, capped each quarter at 2.5% of the unpaid note balance, until all principal, interest, fees, and other note amounts are fully repaid.

How does this financing affect Cerenome’s (CNSY) cash runway?

Cerenome’s CFO states that, considering the 3i facility, other facilities, current cash, and forecasted CNSide-related sales and cash flow, the company now forecasts its cash runway well into 2028.

What ownership limits apply to the investor in Cerenome (CNSY)?

The notes include a Beneficial Ownership Limitation so the investor cannot be required to own more than 4.99% of Cerenome’s outstanding common stock, or up to 9.99% at the investor’s election, along with an exchange cap tied to Nasdaq rules.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NASDAQ false 0001095981 0001095981 2026-09-04 2026-09-04
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 4, 2026

 

 

CERENOME, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-34375   33-0827593

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

6420 LEVIT GREEN BOULEVARD  
Suite 310  
Houston, Texas   77021
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (737) 255-7194

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   CNSY   Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 1.01

Entry into a Material Definitive Agreement.

Senior Secured Convertible Note Financing

On September 4, 2026, Cerenome, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, the Company agreed to issue and sell to the Investor, and the Investor agreed to purchase from the Company, senior secured convertible notes issued by the Company (each, a “Note,” and such financing, the “Note Financing”) in the aggregate original principal amount of $21,276,596 consisting of (i) Notes in the aggregate original principal amount of $3,191,489 (the “Initial Notes”), (ii) Notes in the aggregate original principal amount of $2,127,660 (the “Second Notes”) and (iii) Notes (the “Additional Notes”) in the aggregate original principal amount of $15,957,447. The Notes are convertible into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The initial closing of the Note Financing is expected to occur on or about September 10, 2026, following satisfaction or waiver of the applicable closing conditions set forth in the Securities Purchase Agreement (the actual date of such initial closing, the “Initial Closing Date”). The Second Notes will be purchased and issued upon effectiveness of the registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Initial Notes and the Second Notes, following satisfaction or waiver of the other applicable closing conditions set forth in the Securities Purchase Agreement.

The Notes (and the shares of Common Stock issuable upon conversion thereof) were offered pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided in Section 4(a)(2) thereof and/or Rule 506(b) promulgated thereunder and will not be registered under the Securities Act.

Pursuant to the Securities Purchase Agreement, the Investor may, subject to the satisfaction of specified conditions, elect to purchase the Additional Notes in one or more future closings. In addition, subject to the satisfaction of specified eligibility and closing conditions, including limitations based on the amount of Notes then outstanding and the effectiveness of the applicable registration statement, the Company may require the Investor to purchase Additional Notes in one or more future closings. The rights of the Investor and the Company to effect such additional closings expire on the 18-month anniversary of the Initial Closing Date.

On the Initial Closing Date, the Company expects to receive gross proceeds from the Note Financing of $3,000,000, before deducting legal fees and transaction expenses. Subject to the satisfaction of certain conditions contained in the Securities Purchase Agreement, the Company may receive additional gross proceeds upon the issuance of Additional Notes. The Company intends to use the net proceeds from the Note Financing for working capital and general corporate purposes.

The Securities Purchase Agreement contains customary representations, warranties, and covenants of the Company and the Investor.

Royalty Agreement

On the Initial Closing Date, the Company and CNSide are expected to enter into a royalty agreement with the Investor (the “Royalty Agreement”), pursuant to which, during the term of the Royalty Agreement, CNSide will be required to pay the Investor a quarterly royalty equal to 2.5% of CNSide’s gross revenues received from its business goods and services (the “Royalty”), subject to certain customary exclusions and a quarterly cap equal to 2.5% of the aggregate unpaid balance then outstanding under the Notes. The Royalty will be payable within 30 days following the end of each calendar quarter. The Royalty Agreement will remain in effect until all principal, accrued and unpaid interest, fees, expenses and other amounts owed under the Notes have been paid in full and the Notes have been terminated or cancelled. CNSide’s obligations under the Royalty Agreement will be guaranteed by the Company pursuant to the terms thereof.

Description of the Notes

Pursuant to the Securities Purchase Agreement, each of the Notes, when issued, will be issued with an original issue discount of 6.0% and will accrue interest at a rate of 8.0% per annum, except upon the occurrence (and during the continuance) of an Event of Default (as defined in the Notes), in which case the Note will accrue interest at a rate equal to the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum legal rate of the then-outstanding Principal Amount. Each of the Notes matures on the one-year anniversary of its issuance date (the “Maturity Date”), unless extended pursuant to the terms thereof. Interest on each of the Notes is guaranteed through the Maturity Date regardless of whether the Note is earlier converted or redeemed. The Notes will be secured by a first-priority security interest in substantially all of the present and future assets of the Company and CNSide Diagnostics, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“CNSide”), including a pledge of equity interests in CNSide, subject to certain customary exclusions.

Each of the Notes will be convertible (in whole or in part) by the holder thereof at any time after its issuance date into a number of shares of Common Stock equal to (x) the applicable amount of conversion (the “Conversion Amount”) up to the entire outstanding principal balance of the Note and any of all accrued and unpaid amounts thereunder, including interest and late charges, if any (such shares issuable upon conversion of the Notes, the “Conversion Shares”). The initial conversion price of the Initial Notes will be equal to $2.74 per share, subject to adjustment as provided in the Initial Notes.

The conversion price of each of the Notes will be subject to a floor price of $0.50 (the “Floor Price”).


At no time may the Investor hold or be required to take more than 4.99% (or up to 9.99% at the election of the Investor pursuant to the Notes) of the outstanding shares of Common Stock. In addition, each of the Notes contains an exchange cap limitation intended to comply with applicable Nasdaq rules, subject to stockholder approval or a satisfactory opinion of counsel that such approval is not required.

In addition, if an Event of Default (as defined in the Notes) has occurred, the Investor will be able to elect to convert the applicable Conversion Amount into shares of Common Stock at an alternate conversion price equal to the lowest of (i) the then-applicable Conversion Price, (ii) 85% of the VWAP of the Common Stock on the trading day immediately preceding the delivery of the applicable Conversion Notice and (iii) the greater of the Floor Price then in effect and the lesser of (A) 85% of the VWAP of the Common Stock on the trading day of delivery of the applicable Conversion Notice and (B) 85% of the lowest VWAP of the Common Stock during the ten consecutive trading day period ending on the trading day immediately preceding delivery of the applicable Conversion Notice.

Upon the occurrence of an Event of Default, the Company will be required to deliver written notice to the Investor within one business day (an “Event of Default Notice”). At any time after the earlier of (a) the Investor’s receipt of an Event of Default Notice and (b) the Investor becoming aware of an Event of Default, the Investor will be able to require the Company to redeem all or any portion of the Notes at the applicable Event of Default redemption price.

In connection with a Change of Control (as defined in the Notes), the Investor will have the right to require the Company to redeem all or any portion of the Notes for cash at the applicable Change of Control redemption price, which includes a 120% redemption premium and is calculated in accordance with the terms of the Notes.

Registration Rights Agreement

On the Initial Closing Date, in connection with the Company’s entry into the Securities Purchase Agreement, the Company is expected to enter into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company will agree to (a) confidentially submit to the SEC, within six (6) business days of the Initial Closing Date, a registration statement covering the resale of the Conversion Shares underlying the Initial Notes and the Second Notes, and (b) confidentially submit to the SEC, within five (5) business days following the date of any additional closing notice delivered in accordance with the Securities Purchase Agreement, a registration statement covering the resale of the Conversion Shares underlying the Additional Notes covered by the additional closing notice. Pursuant to the Registration Rights Agreement, the Company is required to use best efforts to have such registration statement declared effective by the SEC within the time period set forth in the Registration Rights Agreement.

Security Agreement

On the Initial Closing Date, the Company and CNSide are expected to enter into a Security and Pledge Agreement (the “Security Agreement”) in favor of the Investor as collateral agent for the benefit of the holders of the Notes. Pursuant to the Security Agreement, the Company and CNSide will grant a first-priority security interest in substantially all of their present and future assets, including accounts, deposit accounts, inventory, equipment, securities, equity interests in subsidiaries, intellectual property and proceeds thereof, subject to certain customary exclusions. The Security Agreement will also require, within 30 days after the Initial Closing Date, the establishment of deposit account control arrangements with respect to specified accounts and will secure the obligations of the Company and CNSide under the Securities Purchase Agreement, the Notes and the other documents entered into in connection with the Note Financing.


The foregoing summaries of the terms of the various documents do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such documents or forms of documents, each of which are attached as exhibits to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 3.02

Unregistered Sales of Equity Securities

The information contained above in Item 1.01 of this Current Report on Form 8-K with respect to the proposed issuance of the Notes and the potential issuance of shares of Common Stock upon conversion thereof is hereby incorporated by reference into this Item 3.02.

 

Item 8.01

Other Events.

On September 10, 2026, the Company issued a press release announcing its entry into the Securities Purchase Agreement, the proposed Note Financing and the related transactions contemplated thereby. The press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth therein. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following documents are attached as exhibits to this Current Report on Form 8-K:

 

Exhibit
No.
   Exhibit Description
 4.1    Form of Senior Secured Convertible Note.
10.1    Securities Purchase Agreement, dated September 4, 2026.
10.2    Form of Registration Rights Agreement.
10.3    Form of Security Agreement.
10.4    Form of Royalty Agreement.
99.1    Press Release, dated September 10, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      CERENOME, INC.
Date: September 10, 2026     By:  

/s/ Marc H. Hedrick, M.D.

      Marc H. Hedrick, M.D.
President and Chief Executive Officer

Exhibit 99.1

Cerenome Announces Up to $20 Million Financing Facility with Royalty-Based Repayment

Capital will support continued CNSide® commercial scale-up and development

Initial tranche of funding provided at closing with future tranches linked to milestones

Forecasted cash runway now into 2028

HOUSTON, September 10, 2026 (GLOBE NEWSWIRE) – Cerenome, Inc. (Nasdaq: CNSY) (“Cerenome” or the “Company”), a CNS oncology company advancing an integrated platform of precision diagnostics, targeted therapeutics, and artificial intelligence, today announced that it has entered into a financing agreement with 3i, LP (“3i Fund”) for a senior secured facility of up to $20 million with royalty-based repayments. Under the agreement, the Company received initial funding at closing, with future tranches available upon achieving certain milestones.

The financing is intended to support the scale-up of the Company’s proprietary laboratory-developed tests, particularly its CNSide® cerebrospinal fluid (“CSF”) assay platform.

“Cerenome is grateful for the support of the 3i Fund team, and we look forward to a long-term relationship,” said Andrew Sims, Cerenome’s Chief Financial Officer. “This facility is designed to be minimally dilutive to stockholders while supporting the next stage of commercial scale-up and development of CNSide, specifically growing sales and broadening the pipeline. We forecast our cash runway is now well into 2028 when we consider, the 3i facility, other existing facilities along with current cash and forecasted CNSide related sales and cash flow.”

Additional transaction details are included in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission.

About Cerenome

Cerenome (Nasdaq: CNSY) is a CNS oncology company advancing an integrated platform that combines precision diagnostics, targeted therapeutics, and artificial intelligence to improve outcomes for patients with central nervous system cancers. The Company’s CNSide® Diagnostics platform supports the detection, molecular characterization, and longitudinal monitoring of CNS cancers through cerebrospinal fluid-based testing. Its lead therapeutic platform, REYOBIQ (rhenium Re186 obisbemeda), is being evaluated in clinical trials for leptomeningeal metastases, recurrent glioblastoma, and pediatric brain cancers. The data & artificial intelligence platform is designed to integrate diagnostic, molecular, imaging, and clinical data into actionable insights that support precision oncology and therapeutic innovation. By integrating commercial diagnostics, targeted therapeutics, proprietary longitudinal data, and artificial intelligence within a single organization, Cerenome is building a differentiated CNS oncology platform designed to improve patient care while creating long-term shareholder value. Visit https://www.cerenome.com.


About CNSide Diagnostics, LLC

CNSide Diagnostics, LLC is a wholly owned subsidiary of Cerenome, Inc. that develops and commercializes proprietary laboratory-developed tests, such as CNSide®, designed to identify tumor cells that have metastasized to the central nervous system in patients with carcinomas and melanomas. The CNSide® CSF Assay Platform enables quantitative analysis of the cerebrospinal fluid that informs and improves the management of patients with leptomeningeal metastases. For more information, visit https://www.cnside-dx.com/.

Forward-Looking Statements

This press release contains statements that may be deemed “forward-looking statements” within the meaning of U.S. securities laws, including statements regarding the financing agreement with 3i Fund, the timing and availability of additional funding tranches, the achievement of milestones under the agreement, the use of proceeds from the financing, clinical trials, expected operations, and upcoming developments. All statements in this press release other than statements of historical fact are forward-looking statements. These forward-looking statements may be identified by future verbs, as well as terms such as “expect,” “potential,” “anticipating,” “planning” and similar expressions or the negatives thereof. Such statements are based upon certain assumptions and assessments made by management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These statements include, without limitation, statements regarding the timing and amount of additional tranches under the financing agreement, the Company’s ability to achieve the milestones required to receive such tranches, the anticipated use of proceeds from the financing, the Company’s future royalty obligations to 3i Fund, the Company’s anticipated growth in CNSide testing volume and reimbursement, the timing and results of REYOBIQ clinical trials, and expectations as to the Company’s future performance and financial position. Actual results may differ materially from those expressed or implied by these forward-looking statements due to a variety of risks and uncertainties, including those described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Investor Contact

CORE IR

IR@cerenome.com

# # #

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